Captive Minds
by Mischief's Angel
Summary: CA:TWS SPOILERS! Katya had spent seven years searching for the Winter Soldier. She wasn't even certain he still existed, until she found him. Her problem, he has no idea who she is. She'll have to help the brainwiped ex-HYDRA assassin remember who he was and restore him from a weapon back into the man he once was. How hard could that be? Post CA:TWS Winter Soldier/Bucky BarnesxOC
1. Chapter 1

**Hey, everyone. Mischief's Angel here. So, I went to go see Captain America: the Winter Soldier yesterday. It was SO GOOD! If you haven't seen it yet, go see it right now! And hint: stay until the END of the credits. I really wanted to write a fic based off of the MCU rendition of the Winter Soldier, who was played by the amazing Romanian hottie Sebastian Stan. Disclaimer: this fic contains SPOILERS! I do not own Captain America or (unfortunately) the Winter Soldier. Nor do I own anything Marvel. The only thing I do own is the storyline and Katya (my OC). Anyway, please read and review (I LOVE feedback, so tell me what you think). Oh, and please no hate. No one likes a hater. Hope you like it! :-)**

**PS. Sorry for any typos or errors. I'm the queen of typos!**

Chapter 1: 

The United States of America, also known as the center of all things abnormal in the past two years. Since the destruction of both HYDRA and SHIELD, it wasn't difficult to find an easy route into the country. After all, if she wanted to pass over borders unnoticed, than she would pass over borders unnoticed. Not much could ever slow her down when she had a mission in mind. She mentally cringed at the thought of the term "mission" when it flashed through her head. This was not one of her old "missions" this was more than that. This was closure. With so much uncertainty, she needed some semblance of closure. She had done so much and left so many doors open that it would feel good to close a few. The first door just happened to be in washington DC. She walked silently through a gathered crowd at one of the many Smithsonian Institution Museums. She was there to see one exhibit. This wasn't part of her business. This exhibit was strictly research to sate her own curiosity about a face long passed. The large sign read "Captain America" as though people couldn't tell what the exhibit was by all of the massive pictures of the soldier everywhere. She looked at the photos of the World War II Howling Commandos unit. The only one that captured her interest: Sergeant James Barnes of the 107th. The official statement said that he was the only member of the howling commandos to give his life for his country. She had never known the "official statement" to be true since before SHIELD was founded.

She looked at the display that honored the fallen hero. The picture didn't look familiar. Had she not known better, she would have brushed it off and walked away. The only thing keeping her where she stood was the eyes. The soldier's eyes, so full of hope at the idea of victory and freedom, resonated in her mind. It couldn't be. The hazel brown eyes couldn't be the same image that had haunted her daily for the past seven years. It was the only thing she could clearly remember from her encounter with a stranger. Hazel eyes filled not with hope or victory, but rather with pain and hate. It was only a rumor that the stranger had known Captain America. She looked everywhere for some thread of truth. A thread that she could use to find him. Now, this, this was ridiculous. She sighed in defeat. There couldn't possibly be any truth here. Her closest lead died in the 1940s. Now all she had was the haunting stare. It was always in her head. It haunted her to the brink of madness. Now there was no closure. There was no escape. If the Winter Soldier didn't want to be found, then there was no way on this earth that she could find him. She'd just have to wait for the impossibility that one day he would make a mistake. That he would leave a trail.

Even with all her training, she couldn't find something out of nothing. She shoved her hands in her pockets and turned away. As she started forward her left shoulder smacked into a tall figure. She muttered an apology. The man just looked down at her with a blank glare. From beneath the bill of the old ball-cap the man wore, she could see it. The same look she had seen over and over again in her head. She shook it off as the man turned his gaze to the display she had been previously studying. She stepped back, but never stopped watching him. His facial expression was unreadable as he gazed at the picture of the fallen soldier. After a moment, she saw him look over his shoulder, as if he were expecting to see someone following her. She willed herself to look away, but she couldn't. When he saw that she still stared at him, he pushed his way through the crowd toward the exit. "On the run from someone, pal?" she sighed to herself. She had seen this situation before. She followed him out of the building as covertly as she could. When she was finally outside, she saw him standing by the road, looking at her. However, it was the glint of sunlight off of his wrist that caught her attention. Not the kind that would be seen from a watch, but the kind that suggested armoring under the sleeve of his old jacket. If this truly was who she was after, he would have recognized her by now. As quickly as she could come to that realization, he had taken off down the street. Running. Gosh, she really hated it when they ran! Why can't these spy types ever just walk?! She elected an alternate route, her car.


	2. Chapter 2

**Hey, a huge thank you for people who left reviews. Feedback makes me really happy. Also, I write more when I know people like the random stuff I write. You're all wonderful! **

**~Mischief's Angel **

Chapter 2:

So, the car was a really risky move, and she knew it. She pulled around the corners so quickly that the tires squealed in protest. She had this one chance and there was no way to run this guy down on foot. Not even if she was a good runner, which...she wasn't. "If I lose him now, I swear I'll-" she started. She was interrupted by the tires straining to try to pull the car forward. She wasn't moving. She looked out the back window to see her intended target holding the back of her car in place. He had found her instead. "Yeah, that's very not good!" she grunted as she took her foot off of the gas pedal. She sat in her car, internally freaking out, but showing little sign of it. She was startled by the tapping of metal against the passenger side window. She casually hit the button to roll the window down.

"Hello," she said with a sigh, staring forward rather than at the rather large, intimidating angry guy at the window.

"Who are you?!" he questioned, with a tone of voice that demanded a response.

"Wait...what?" she responded, throwing her surprised gaze his direction, "What do you mean who am I?"

"Why are you following me?!" he demanded, continuing his questioning.

"Not again..." she sighed, "Do you really want to know?"

No response. She reached over and pushed the passenger side door open.

"If you want answers, get in!" she stated plainly, "By now, you know I'm in no position to hurt you. Not by myself. Worst case, you can get away from me pretty easily. If you don't get in, you can keep running with no where to go and no idea who you are."

She could tell that he was conflicted about the option she'd presented. His other option wasn't a great plan, so he angrily got in the car and slammed the door so hard, she thought it would shatter.

"Where are you going?" he asked, just over a growl.

"Anywhere that's not here," she answered as she looked around and then slammed on the gas again.

"How do you know who I am?"

"Technically...I don't."

"Why were you following me?"

"Kinda hard to explain."

"Is there anything you can tell me?!" he asked growing increasingly irritated.

"You know me," she stated, "If you don't know that, then the rest won't make sense anyway."

"I don't know you."

"Well, you don't now, but you did once," she admitted, "I know that sounds weird, but it's the truth. You must have remembered too much. I suspect HYDRA didn't like that. Looks like they wiped your memory again."

"What do you know about HYDRA?!"

"Okay, first things first. Calm down. HYDRA is dead! Gone. Finished. So is SHIELD. No one's monitoring you. If you're lucky, everyone probably thinks you died with them." "If they're gone then-"

"Then you're free. Kind of a bittersweet feeling, isn't it?"

They sat in silence for a time. The assassin stared out the front window so intensely, she thought it would break...or burst into flames, if that was even possible.

"My name is Katya."

No response.

"Just in case you were wondering..." she said, her voice fading out.

No answer.

"So, it's like that?"

She just continued to drive. She couldn't help but imagine what HYDRA had put this man through. She had learned some of the truth, but there was so much information that was kept buried deep in the system. Maybe it was for the best. That kind of information needed to disappear. She just wished that the Winter Soldier's identity hadn't disappeared with it. She found herself drifting into thoughts about the first time she had met the HYDRA cyborg. It had been on more sever terms than this for sure. She considered talking to him about, to see if she could spark some memory. She was pulled from her thoughts by another question.

"I don't remember you because they took my memories away?"

"In a way. The procedure was meant to remove memories, but further research suggests that it really only suppressed them. The difference is, if they're supressed, they're still there. All we have to do is get them back out. How hard could it be, right?"


	3. Chapter 3

**Hello, wnderful people who have read this far. I know that the last chapter was fairly short. I had a very limited window of time in which to update the fic. Plus I try not to make the chapters too long. I lose interest if I read a fic with super long chapters. This one will be significantly longer. **

**In other news, I'm trying to determine what direction to go with this particular story. It will get dramatic and slightly angsty, but I can't decide whether to continue on with that for the entire story, or if I should give Bucky the lighter, happier recovery that I've wanted him to have since I saw that dumb TOTALLY AWESOME movie! I'll just admit, I wanted to hug him SO badly! Anyway, long story short, message me or leave a review with ideas or preferences. Until then, enjoy this next chapter.**

**~Mischief's Angel**

Chapter 3:

"If they are still there, you can help me remember who I was?" he asked, distantly.

"Yes." Katya answered hopefully.

"How?"

"I have no idea..." she admitted.

The conversation ended when the soldier straightened in his seat and stayed there silently...again.

"You know, this car ride is going to be awkward if you keep shutting down everytime we don't have an answer," Katya sighed, pulling off of the main road onto one with less traffic.

"I don't function without the information I need," he answered after a long pause.

"How very mechanical of you," she scoffed, "Now that we have a chance to talk again, i'm shocked that I didn't recognize you sooner. You're still a straight forward agent with preprogrammed ideas. Has it even occurred to you that you can figure things out on your own?"

"I...I think I was someone called Bucky," he said, stuggling to remeber anything that he could.

"James Barnes, aka Bucky," she reiterated, "That's why you were at the museum. I got a similar lead, so that's why I was there. It was rather difficult considering that every time we met I couldn't see your face."

The soldier pulled off the old hat and scarfthat he had been using to hide most of his face.

Katya pulled over off the side of the road, and just looked at him for a while.

"What...?" he asked hesitently and with a hint of irritation.

"You have to be him. Either that or you're related to him," she stated, unsure of how she'd missed that before.

"You didn't recognize me, but you chased me out of the museum?" he asked, more confused than irritated now.

"I had a hunch. It was pretty clear when you flipped out and ran. Even then I wasn't one-hundred percent certain. I didn't have very much to go on. When we met, you were wearing that creepy face mask thing. You know, the one that scares the living heck out of whoever sees you," she said, chuckling dryly at the last bit.

"The goal was for no one to see me."

"Pretty successful in hindsight. You're good at dissapearing. Although, even with the jacket, the metal arm kinda gives it away," she continued, attempting at humor, but that clearly wasn't working out. "How'd you know where to look for yourself at the museum."

"I was told who I was by someone that I think I knew. He wouldn't stop calling me "Bucky". I'm not sure-"

"Wait!" she said, "There's someone that knows who you are, and you haven't thought to ask him all these questions?!"

"I thought about it," he answered grimly.

"Do you know who he is?" she asked.

"Yes."

"Do you know where he is?"

"Yes."

"Are you beginning to see the problem here?"

"No."

"Well, why the heck aren't you going to him? He's not HYDRA is he?" she asked, cautiously when it came to the second part.

"No," he answered, tensing up at the very thought of HYDRA, "He was my last target. I was supposed to kill him, but I failed. He...he said that he wouldn't fight me because I was his friend."

"Did you run?" Katya wondered.

"I didn't know what to do. I walked away and, until the museum, I didn't stop."

"I am going to assume that you didn't fight in a worn out hoody. So, just to clarify, I don't need or want to know where you got the extra clothes," she said, gesturing to his rather random looking wardrobe.

"He wasn't lying. He knew me." Bucky said, as if thinking out loud.

"Ah, so you know that he actually knew you, and you still aren't going to him?" she reiterated, clearly confused by his reasoning.

No answer...again. At this point, the silences were beginning to grate on Katya's nerves, but she could be patient. If anyone needed someone to be patient with them, it was probably this guy.

After a while, even that excuse didn't sit well. Katya reached forward and started the car again. She pulled back onto the road.

"Where are we going?" Bucky (whom it was still weird to refer to as such, because it didn't quite fit) grumbled.

"We're going to go find this person!" she stated, as though she were on a self-assigned mission, "And he's going to help us answer some questions!"

"No!" Bucky protested, so suddenly that it was startling.

"You got a better idea?!" she asked rhetorically, in an agrivated tone.

"Why are you so determined to help me?"

"Because I was your friend too!" Katya said, almost as though she were still accepting that fact herself, " I couldn't help you before, but I can now! And, darn it, Barnes, I am going to help whether you like it or not!"

"Okay," he muttered, with a confused expression, "But we're making another stop first."

"Fine," she sighed, calming down a bit, "Who is this guy we're looking for, anyway?"

"Captain America."


	4. Chapter 4

"Wait! Captain America?!"

"Yes."

"If you knew Captain America, then you have to be Barnes. I'm just not sure how that works! Bucky Barnes died!" Katya rambled, "Which leads to the fact that you went after Captain America!"

"Is that surprising?" the Barnes asked rather genuinely.

"Well, kind of," Katya explained, "No one goes directly after one of the big league heroes!"

"Well then, I did," he said with a bit of sarcasm seeping into his voice, "Does this make me special?"

"So many things currently make you 'special', Barnes." she commented.

He didn't respond. He simply grew stiff and quiet again.

"Oh, what?" Katya prodded.

"That name," he muttered, "Don't call me that."

"Look, I'm positive that, at one point, that was your name."

"But it isn't my name now!" he snapped, "I don't know who that is!"

Katya could sense the frustration in his voice- mostly aimed at himself- and she backed down from her defense.

"So, what's your name then?" she ask, far softer than she had spoken before.

"It's...it...I don't know," he tried to answer, "I...I guess I don't have one..."

"Well...what do people call you?" Katya asked, trying to help in any way; although, she was certain that she wasn't helping at this point.

"Nothing."

"Okay, well, I'm not calling you nothing, so figure something out, or I use your old name. Kay?" she reasoned.

"They took my name..." he muttered quietly.

"What'd you say?" Katya asked, after overhearing him.

"They took me name," he said more solidly, "They took my memories and they took my name. Why did they do this to me? What did I do?"

"That's what we're going to find out," Katya interjected, "We just go to New York and try and find your answers. It's a big city, so I'm sure we can blend in and go unnoticed until we find-"

"New York?" he interrupted.

"Yeah, New York," she answered plainly, "Captain America disappeared for a little while after the helicarrier incident, but when he reappeared, he showed up in New York with the Avengers. You know, the guys that live in the big freaking tower with the "A" on the side."

"Captain America. We're going to find Captain America?" he asked, as if there were something he was forgetting or desperately trying to figure out.

"Yeah. We find Captain America, get him to answer our questions, and get your life back."

When Bucky once again didn't answer, Katya continued driving in silence. This lasted for all of five peaceful minutes before:

"NO!" the soldier practically yelled, as he grabbed the wheel with his left hand and turned it sharply.

In an instant, the car swerved off of the road, and skidded to a sudden halt, jerking both passengers forward and then back into their seats.

"WHAT THE HECK?!" Katya shrieked, when she registered what happened.

"We're not going to New York!" he said firmly, as if to tell her that the matter was not up for discussion.

"Why not?!" Katya demanded to know, still reeling from the suddent jerk of the car, and incredibly thankful there was no traffic, "Isn't finding the right answers a good thing?!"

"Not this way. Now, get out of the car."

Katya replied with another: "Wait, what?!"

"We're switching seats, so get out of the car." the soldier answeredas he got out of the car and walked around to satnd in front of it. "I'm drving."

"Why would I let you do that?!" Katya almost laughed, as she too got out and walked over in front of him.

"Because you know I can always leave you right here, take your car, and drive away," he started, "And for some reason, you seem to want to help me. If you still wanna help me, we do it my way. So either leave me alone, or get back in the car!"

He quickly slid into the driver's seat and waited. Katya stood in front of the car for another moment, thinking long and hard. She still felt conflicted, as she muttered a curse in another language and climbed into the passenger seat of the car.

"Your way, huh?"

"You said that my ideas were preprogrammed and that I wasn't thinking for myself," he noted, "Now I am!"

The car sped down the thankfully vacant midnight road at an unholy speed, and Katya began to re-evaluate today's decisions.

When Bucky's lead grip on the steering wheel loosened, and the car slowed down, Katya relaxed a bit more. The drive had been silent, and she now fought to stay awake through the silence. It had been a good amount of time since she last managed to sleep, but she was determined not to start now. Sleeping while in the car with a deadly ex-HYDRA assassin was dangerous enough, but knowing that said assassin didn't feel as though he needed her was far worse. She felt, for lack of a better word, expendable. She truly hated the feeling that she was in danger at all times. Her thoughts drifted from topic to topic as she continued to fight away sleep. Unfortunatley, somewhere during that time, her thoughts ended up fixated on the silent, solemn driver. She hadn't realized that she was staring at him, and if he realized it, he didn't say anything.

"He looks so sad," she thought to herself, "he tries so hard not to, but he just looks so sad."

She noticed that Bucky was so focused on driving that the stern expression from his face had faded into a rather blank, if not slightly sad, expression.

"The big, blue eyes sure don't downplay the lost puppy look," Katya thought, "Katya, stop it! You;re doing it again! This was a bad idea! Don't focus on him, or his blue eyes! Just help him get where he needs to be and leave this alone. He doesn't remember."

She had spent seven years trying to find the elusive Winter Soldier, but now that search felt as though it had been in vain. He didn't know who she was or that he knew her What good could come of this?

As more time passed, Katya's thoughts became less and less clear. Finally, sleep overpowered her, and she drifted off into a sound sleep.


	5. Chapter 5

'Bang! Bang! Bang!"

The familiar sound of three gunshots echoed through Katya's nightmarish dream. It was always the same way when she slept. She always had the same nightmare, that she could not shake off. The images in her mind faded out and were replaced by an intense bright light.

The sun was an overly bright and unwelcome sight as Katya slowly opened her eyes. When her senses cleared, she realized that she had, to her dismay, fallen asleep and slept for a good number of hours. This would normally be considered a good change, because she never took time to sleep while she was travelling; this time, however, it meant that she hadn't been paying attention to where they were going. She could venture to guess, because the car can only go so far in a matter of hours, but, all the same, she didn't like having to guess. Katya was a woman who loved control over the situations that she was in. She always had to remain three steps ahead. Now, she was being drug around to a location she didn't know (and didn't believe her driver really knew either), and she had no plan whatsoever.

"You have questions," the stiff soldier noted, not taking his eyes off of the road for a second.

"A few." Katya affirmed, futily attempting to run the light out of her eyes or block out the sun.

There was no further response from the soldier.

"Well..."Katya dragged out, "Don't you want to know what my questions are?"

"No."

"Why not?" she asked, cautiously and feeling slightly offended.

"Because I'm not going to answer them, so there's no point in you asking," Bucky muttered in a half-caring voice.

"Well, aren't you just a delight in the morning?" Katya droned with a sarcastic sweetness, while putting her feet up on the passenger side dashboard.

"When HYDRA was compromised, protocol would demand that they abandon the most obvious, unnecessary safe-houses. This way, the enemy would find those, and be led away from the real remaining bases. The survivors would go there," Bucky said, having hesitantly changed his mind about the answers.

"This doesn't tell me where we're going, Bar-." Katya said, carefully cutting off the name, so as not to upset him again.

"We're going to one of the safe-houses."

"The bait safe-houses, or the teeming with HYDRA safe-houses?!" Katya demanded, deeming this an incredibly important detail to know.

"The bait."

"So, we're going to get caught, and everyone will think we're HYDRA!" Katya complained, "Not a great plan!"

"No, this one will have been destroyed by now. They won't give it a second thought."

"The plan grows ever worse..." she grumbled.

"It's a decoy," he replied flatly, "I expect the real safe-house underneath is abandoned and undiscovered."

"How can you be so sure?"

"Because I hid it there years ago."

"WAIT! You mean to tell me that you don't remember your own name, but you remember where you hid your super secret HYDRA clubhouse?! Convenient."

"Not really," he sighed, pulling a piece of paper out of the pocket of his jacket and handing it to Katya.

She unfolded the slightly waterlogged piece of paper and read it over. It contained a bunch of notes scribbled down quickly.

"You wrote out an escape plan, in case this happened?" Katya almost laughed, "Wow, that's...detailed. Why did you write this? Did you expect HYDRA and SHIELD to collapse and the world to go to hell?"

"I can't remember why I wrote it. I'm not even sure it's my writing."

"Please tell me this registers to you as a bad idea."

"You got a better one, lady?"

Katya thought for a moment. The last time she was in a situation like this, her plan had failed. The results were disastrous. Even if she did have a plan, she no longer trusted herself. This self-inflicted mission would be run on instinct. They had no backup, no orders, no team. It was her and her new psycho, brainwashed, ex-HYDRA "friend".

"No. I don't." she finally admitted, more to herself than to him.

She sank down in her seat, her feet still remaining on the dash, and she wished that the upholstery would swallow her, so she wouldn't have to deal with another stiff, cold silence. She supposed that's just how he was now. He was cold. "The Winter Soldier" title repeated itself over and over in her mind. She always thought that he was as cold, mechanical, and inhuman as HYDRA can make someone. She was wrong, because this...this was worse. She hadn't lied about them knowing each other, but now she realized that he didn't remember her, and he wasn't who she knew. Whatever hope was there, HYDRA tried to destroy. This was the nature of everything relatively good that happened in her life. She buried the hurt that these realizations caused, for the sake of appearing unaffected. She just sat in silence, wanting to be both there and somewhere else at the same time.

"You hide your accent well," the soldier remarked coldly, breaking her thoughts.

"What are you talking about?" she defended, remaining as casual as she could about the answer.

"You're Russian."

"No, I'm not." she laughed, with a generally convincing fake laugh.

"The paper I gave you," he started, "it was scratched on there in Russian, but you didn't give a second thought to reading it. You didn't even pause."

"Maybe I speak more than one language. It's common."

"Is that how you know me?" he asked, disregarding her defence, "Did we meet in Russia?"

"You remember being in Russia?"

"I remember the cold."

"That's how the training goes, isn't it." she thought out loud, "They rip away everything but the cold...and the pain."

The car pulled off of the road sharply, and squealed to a halt.

"Stop doing that!" Katya shrieked, gripping onto the door with a white-knuckled hold.

"Quiet." the soldier ordered in a harsh whisper, "Get down!"

"What's goi-"

"Quiet!"

He looked carefully toward an abandoned building that lied ahead of them. Or, rather, one that was supposed to be empty. Although the car was, amazingly, unseen, Bucky saw no fewer than fifteen HYDRA agents swarming about the building frantically.

"This isn't supposed to happen! This warehouse should be cleaned out!" Bucky commented in another harsh whisper.

Katya, who was now crouched down in front of her seat, so she wouldn't be seen, gave him a wide-eyed glare.

"You mean to tell me we, just the two of us, just drove to an active HYDRA base?!" she choked out.

"That's exactly what I mean..."

"WORST. PLAN. EVER."


	6. Chapter 6

**Hey, all! Sorry that I haven't updated this story in forever! Between work and switching computers, I have been really busy. Anyway, if you're still reading this story, awesome! Here's a new update! Read and Review!**

**NOTICE:** **This chapter is definitely the beginning of my T rating!**

* * *

"So, what now?!" Katya whispered harshly, "We just ring the doorbell?!"

"No." the soldier replied flatly, "I'm going to go….talk to them."

"Talk to them?! Like that's actually going to wo-"

"When I say talk to them…" he cut in with an unsettlingly casual approach, "I'm actually just going to go kill them all."

Katya just stared at him, white faced with her jaw hanging open. He shrugged and went on to explain the rest of his plan.

"There are about twenty-four agents stationed at this base, give or take the ones that are hiding here! They're supposed to be gone, but instead, they're on high alert and heavily armed! And you want to walk in and kill them all?!" she protested.

"Yes."

He pulled a large boot knife from its strap on his right leg.

"About thirty HYDRA agents with big guns...against one crazy ex-asset with a knife?! You're really trying this?!"

"I am going to kill them, take what I came for, and then terminate the compromised location. You are going to take the car, drive no less than five miles down the road, and wait for me."

"Like hell I am!" she scoffed, "You're going to die here! What's to stop me from taking off?!"

"What stopped you so far?" he asked, as he disappeared around the front of their crouched lookout beside the car.

Katya peered up to look through the passenger and driver side windows of the car. Looking through the car, she could make out the image of the nearest HYDRA guard, and the Winter Soldier stalking up behind him. The Soldier quickly flipped the dagger into his left hand, and, in one clean movement, the guard collapsed onto the pavement. This same method was used to efficiently rid the premises of five more guards. The Winter Soldier strode confidently into the building's side door.

This type of operation was not new to Katya. She had seen dozens just like it. Yet, they never failed to make a small part of her feel sick. She was no fan of HYDRA. She hated them! But, this type of killing, no matter who the victim was, was always too steep a price, no matter what the result. The upper windows flashed and the repeated tapping of gunfire emanated from the small windows near the top of the building. One gun at a time, the sound lessened and the lights ceased flashing. When the sound finally ceased, there was a full two minutes of silence. All Katya could hear was her own heartbeat, raging in her head and ears. When the pulse almost became too deafening, it was interrupted by the buildings large, double-doored front entrance flying open with a "bang" of metal smacking into metal. The Winter Soldier strode back out, as he had entered, only with a new friend. He dragged a HYDRA soldier out by the collar of his tactical suit, before dropping him onto the pavement outside. The man trembled in the metal grasp, which returned to grab his uniform again. The Soldier loomed menacingly over the captive guard, screaming something in a bitter Russian dialect. After the Russian weilded no results, he repeated the process in English, but in a colder, more calculating tone.

"What is the location of Director Pierce?" he demanded.

The man refused to answer.

"What is the location of Director Pierce?!" the Soldier repeated, driving a hard right punch to the guard's face.

"D-Director Pierce is dead!" the man answered, finally.

"How many bases remain active?"

No answer.

There were more well-placed punches, and the contact was the only sound.

Finally, the guard spoke again.

"Cut off one head," he stuttered out through the blood in his mouth, "Two more shall take its place."

"Katya!" the Soldier ordered, looking over at Katya, through the car, "Посмотрите сейчас!"

She remained where she was, frozen and unsure about what to do.

"Посмотрите сейчас!" he yelled again.

Katya ducked back down, with her back against the car, and she drew her knees to her face as if to hide behind them. The last thing she had seen was Winter Soldier rearing back his left fist for a final blow. When she shut her eyes, she could only hear the loud cracking of the metal making contact with the HYDRA agent. Silence fell again after, but the sound seemed to echo in Katya's bones. No one could ever walk away from that.

Her face remained buried in her arms, crossed over her folded knees. She heard a quiet crunch in pavement grow steadily closer to her. When it stopped, a warm hand reached under her chin and tilted her head up. She opened her eyes, expecting the cold, steel glare that she remembered so well. Instead, her eyes met the softened gaze of concerned blue eyes. His facial expression showed her the face of someone whom she did not know. Almost as if, until now, he had been hidden away inside of the steel expression.

"Are you okay?" Barnes asked quietly, as though he might scare her away, if he was not careful.

She just nodded sharply, took a deep breath, and shook the cold dread out of her body. Barnes took her arm and helped her stand up, before she quickly slid back into the car. He took to the driver's seat quickly, after placing a large, heavy black bag of equipment into the trunk. Before he could drive away, he heard Katya's breath catch in her throat at the sight of his left hand and sleeve, now both heavily spattered with dark red. Sensing her fear, he used his right hand to tear the sleeve away from his jacket. The sleeve was used to wipe off the blood, and was then discarded out the window. Hiding his left are from sight was, in that moment, not as important as cleaning the blood from the fist that he had now stolen from HYDRA.

"What about the evidence…?" she asked, almost afraid to know.

"Terminate the location, as planned."

He pulled a detonator out of the pocket of the worn jacket, and, as they drove away, he triggered it. A road-shaking boom resounded as the building disappeared in a fury of flames and smoke, consuming the horizon behind them. Katya looked back over her shoulder, as the bright clouds of fire grew.

"Don't ever look back." Barnes told her.

She sat back into her seat, now facing the road in front of them.

"Now what?"

"My director is dead," he answered, "Which saves me the trouble of killing him."

"So?"

"So, now we disappear."

* * *

**Russian Translations: "Посмотрите сейчас!" = "Look away!"**


	7. Chapter 7

**So, this is a bit of a long update. It contains some background information, but faster, more action packed chapters are in the works as well. Please Read and Review. **

**P.S. I would like to add, for the official record, that I write Bucky as having blue eyes, because Sebastian Stan's eyes are blue, and I like his portrayal of Bucky. I'm sticking with the appearance of MCU Bucky Barnes/Winter Soldier.**

* * *

_Sunlight streamed through the window of the humble apartment. When it hit her eyes and woke her up, Katya stretched out and accepted that there was no getting rid of the morning. She dragged herself out of bed to go look out the window onto the street. The bustling of people and cars hid any view of the ground. Mornings here were always busy. Heck, it was New York City; Every part of the day was busy! _

_For a few months now, NYC had been the perfect place to lay low. There was no better place to disappear than in the center of everything. With all that had been going on with SHIELD, HYDRA, and now the Avengers, it was easy for one person to hide in the shadows cast by the bigger issues. True; Katya was, in fact, on the run and under a false name, but there were far worse people for the "good guys" to go after. Technically, she didn't even exist. She carried a low-risk lifestyle and had no real connections. She didn't even carry a proper job. The only money that she supported herself with was a significant cash deposit that she had "withdrawn" from an off-the-grid HYDRA facility. _

_Her morning routine was the same everyday. She'd wake up, have breakfast and coffee, go for a run, and then spend the day around the city - hiding in plain sight. It was a quiet, uneventful, HYDRA-free lifestyle, and it was the only time that Katya had ever been truly "happy". She didn't even know how to be happy, but that apartment life was the closest that she had ever gotten. Throughout her life, she'd had so many different names and identities, but becoming the mild-mannered "Lisa Dowry" was her favorite. If she played her cards right, she could stay like this...forever. All that was left to do was to make sure that her brother never found her. At the time, she was the least of his worries._

* * *

Katya woke up in a situation that was far different from the usual routine that she had grown accustomed to. Instead of her little apartment, filled with light and the noises of the city, she woke up to the sound of a train passing so closely to the building that her room shook and bits of plaster fell from the cracked, old ceiling. This served as an instant reminder that her setting was far different than she would have liked. She was now hiding in a crappy, hole-in-the-wall motel, in the middle of nowhere, with a deadly, psychotic Soviet assassin, who both HYDRA and SHIELD were probably after, with goals of eliminating him.

"Oh...this just keeps getting better and better!" she thought sarcastically to herself.

She sat up and looked around for her new partner in crime, and was either startled or relieved to find him sitting by the small, dirty window that he had clearly forced open. He started out with a blank expression, looking completely drained of any drive or purpose. To Katya, he just looked...sad. She walked over, making certain that she made noise in an effort not to startle him, but he didn't move or show any signs of seeing her. Even if he didn't show it, he knew exactly where she was.

"Hey…" she said gently, sitting down next to him, with no small amount of caution, "Couldn't sleep?"

"Don't sleep."

"You don't sleep? At all?" she asked, a bit concerned, "How does that work?"

"I've never needed to sleep…" he answered, still keeping a hazy gaze on the window's view, "I...I don't think I've ever been awake this long."

"Yeah...I can understand that," she sighed, "You've spent a lot of time active, but you've never stayed active for this long."

"How do you know that…?"

"I've done my homework, okay?" she admitted, "You don't try to track down the Winter Soldier without doing some research...and occasionally some illegal hacking."

"Why?"

"Why resea-"

"No. Why find me?" he cut in.

"I thought I already answered that," she muttered unwillingly, as she moved to walk away.

"No." he insisted, grabbing at her wrist with his right hand, to stop her from going anywhere, "You didn't."

Katya cringed at the pressure on her wrist, but said nothing else.

"You said you already knew me," he went on, "How?"

His voice was calm and steady, so Katya assumed that he hadn't realized how tight his grip on her arm was.

"Yeah," she cringed, weakly attempting to loosen the grip, "We've met before, but I'm _**really**_ not interested in talking about that!"

"You don't trust me…" he guesses firmly.

"Would you?"

"No." he sighed slightly, "Doesn't matter. I need you to tell me."

"Look. You don't trust me. I don't trust you. Can we leave it at that?"

"There is no HYDRA or SHIELD to hide behind anymore…" he said, as though still processing the information for himself, "Now, everyone will be trying to kill us."

"What else is new?" Katya scoffed, finally pulling her hand free, after the Soldier let go.

"We don't get out of this alone, so our only chance is find someone to trust." he explained, "Now, I can't even trust myself. I don't even know what I am. But...you. I want to trust you."

Katya didn't answer. She stood back quietly, trying to bury any thoughts or emotions that might be betrayed by her facial expressions.

"I can't do that if you're lying to me."

"It's more complicated than th-" Katya started, before being cut off again.

"Stop lying to me!" the Soldier shouted, causing Katya to jump back in surprise.

"No one has ever told me the truth!" he growled out threateningly, as he stood, and, once again grabbing Katya's arm, pulled her toward him, "That doesn't work out well for everyone. Does it?"

She shook her head, to frightened to say any more, for fear of upsetting him further.

"Now...what do you know about me?!"

"We were both inside of HYDRA," she began hesitantly, "That's how we met."

He didn't reply. Instead, he stared as though he was expectant for her to go on. She eventually did.

"I wasn't supposed to have anything to do with you. In fact, they did everything they could to keep our "projects" separated. The separation worked fine...until the day it didn't. After a routine operation, my lungs decided to stop working. I was immediately sent to medical; this wasn't for my safety, of course. They tried to help me because I had valuable information that was no good to HYDRA if I died."

"They needed to recover it." he grumbled, knowing that situation was typical of HYDRA.

"Exactly." she slowly sat back down, hoping that it would encourage him to lower his guard slightly and do the same. "When I got to medical, you had just come back from God knows where. They weren't concerned about my curious nature, seeing as how I thought I was dying. You, however, they couldn't stop. I couldn't figure out why, but you were absolutely determined to get to me."

Katya began to recall the events as she explained them.

* * *

_Her lungs felt like they were burning, as she collapsed onto her knees in the poorly prepared medical area of the base. The struggle for air caused her eyes to water as she panicked and clawed for her next breath. The team around her, scientists and HYDRA agents, shoved and corralled her into the medical bay. The excessive force was something she had grown accustomed to. This time, however, it only worsened her situation. The stinging pain seemed to spread throughout her entire torso, as she scrambled along helplessly, wishing for any release from herself. _

_The Winter Soldier needed routine maintenance after another successful operation. The operation details went dark, and the scientists were called in to erase any evidence that it ever happened. Due to a complete disregard for personal preservation, the asset had taken a significant amount of damage during the mission. A routine, by-the-book medical test was short lived when the STRIKE team rushed in, surrounding another asset. This was not odd to the scientists, but the soldier took note of it. He had never had any exposure to the other assets before; he only was the agents. He was beginning to wonder if there were any more. _

_The asset the STRIKE team drug in appeared to him to be a young woman, no older than eighteen or nineteen years old. She wasn't particularly tall or strong looking. There was nothing seemingly special about her at all. It was strange to bring her in for such an emergency, when she didn't even have visible wounds. He just stared at her, fascinated and confused. Something just felt wrong about this. The asset noted his own vitals once he began to register an elevated heart rate. There was no immediate threat, so he assumed that the change must be an emotional response. He had never seen this operative before, yet he could feel himself growing steadily furious with the clueless medical staff for doing nothing. Something about her situation felt so familiar. _

_It was the first time that Katya had experienced this issue. She tried to rationalize it, but she was simply panicking, plain and simple. The edges of her vision began to fade into black, due to her dangerous lack of oxygen. She could barely register a commotion, as the agents rushed away from her towards another issue. They lost control of the other asset. This didn't register as relevant to Katya, until she collapsed backwards. Her systems had crashed so terribly that she could no longer stand, or even think properly. She expected to be met with the cement floor, but she never did. Instead, she was carefully caught by something and lowered down to the floor. There she sat...helpless again. She was unable to fully register the next few moments, but she distinctly remembered leaning back against someone's side, as she sat on the cold floor. There was nothing but black and a soft muttering of Russian. She couldn't even make out what the words meant at first. After this, the light began to return. She felt her lungs begin to move, and her throat began to welcome small, pitiful gasps of air. The next thing she noticed was a hand placed firmly on her back, gently rubbing the muscles behind her lungs. The Russian became clearer and clearer as her vision returned in full. _

"_Breath slower." was repeated again and again softly, until she followed the instruction. _

_After she had almost completely calmed down, the pain faded into a dull ache, resulting from the muscle tension. _

"_Can you understand me?" the voice said, this time in English, seeing as how she didn't respond to the Russian. _

_She nodded sharply, turning to see who it was behind her. She had never seen the Winter Soldier up close and in person, but she had seen him as a terrifying masked figure from a distance._

"_I need you to talk," he insisted, voice remaining flat and calm. _

"_Wh-what…?" she gasped out quietly. _

"_Going without air is dangerous. Talk." he insisted further, "They'll need to know if your head got screwed up."_

"_Okay…"_

"_What's your name?" he asked, not because he needed to know, but because he needed her to respond. _

"_I...I don't know…"_

"_You don't remember?"_

"_I never knew it." she admitted._

_She could visibly see his struggle to try and find a way to keep her talking. This was probably the longest conversation either of them had in months. The medical team had quite noticeably backed away from the two, as the STRIKE team slowly moved in closer. The girl felt an arm wrap around her waist, as she was pulled closer to the soldier's side. His face read that he was assessing the HYDRA team as a threat. No one understood why, but he was determined to protect this girl from them. It was a short lived idea, as the two were forced to their feet and pulled apart. Winter Soldier fought with everything he had to get back to the girl, but no matter how many STRIKE agents went down, more appeared. He was met with a severe electric shock, due to HYDRA weapons, that only worsened as her resisted. The girl, however, was almost easily pulled away by Agent Rumlow. She showed no resistance and complied with the agents' orders. She was taken away, back into the depths of HYDRA._

* * *

"They ran some tests after that," Katya explained, after her story, "It turns out that it was a panic attack...which caused as asthma attack of some weird nature. It wasn't like other attacks. More testing showed that my cells had begun to degenerate and I showed signs of asthma, heart problems, and a blood disorder. None of them were normal. None of them could be fixed by the scientists. If it weren't for you being there-..."

"What?" he asked, urging her to go on.

"You saved my life that day."

"That doesn't sound right…" he thought out loud.

"No," she admitted, "But it felt right. It felt...real. The Winter Soldier may not be the type to save lives, but I think maybe...maybe James Barnes was."

"If...if I remembered that, maybe I could answer that." he sighed, "But none of that sounds right."

"I think you'll remember some of those things. It might take time, but...you always pull through when it really counts."

Her tone of voice was more encouraging than it was honest. She tried to sound positive, but...it was hard when she was so unsure about what to think.

"Do…" she stopped herself.

"Talk."

"Do you think you might wanna try sleeping, now that you know I'm not going to kill you?" Katya asked, with a soft and gentle tone.

"How do I know-"

"I owe you my life. I don't easily forget things like that."

"You should sleep."

"I just asked if you wanted to try." Katya pointed at him, "Don't turn that on me!"

"No good. I'll make sure we don't die. You sleep. Sound good?" he sounded a bit unsure, but she sighed and allowed herself the chance at sleep again.

As soon as she drifted off to sleep, back in her own motel bed, the soldier moved over closer to her, sitting on the mattress corner across from where her head laid silently. He leaned against the cheap headboard and just watched her for a while.

Maybe he had seen her before?


	8. Chapter 8

**So, I know that I haven't updated in a long time. Things got crazy busy for me. Anyway, here's more story. If you're still reading, awesome! Please feel free to read and review!**

**~Mischief's Angel**

* * *

To her utter disdain, Katya woke to find herself in the same crappy motel that she fell asleep in. Her least favorite part of being on the run was the under-the-radar rat traps that she found to hide in. She groaned in irritation and rolled over, hoping that she could bury her head and continue sleeping for a while longer. Unable to sleep, now that she had already woken up (darn it), and sat up and huffed in defeat. She looked around the room for her scary soldier friend, but was startled to find that he was actually slumped over against the headboard of her motel bed, rather than his own. She jumped a little at first, before realizing that he was too asleep to be much of a threat.

"Umm…" she thought quietly aloud.

She sat in silence, thinking of what to do next. If she were really honest with herself, she has had no idea what she was doing this whole time. Heck, she rarely ever had a decent plan. For now, maybe it was best for her to not try to plan at all. Maybe this was a good time to just let things happen. One way or another, she was hungry. Her plan didn't involve food (because she forgot that bit), but her day would have to make time for it. If he was gone when she got back, so be it. There had never been any time when she could talk him down from going somewhere he wanted to go.

Katya crept around the room, using as much skill as she could to remain quiet. She wasn't entirely sure what she hoped to achieve, but at least she could get everything ready if the two fugitives needed to continue running from an undoubtedly furious HYDRA. While she was gathering what things they had, Katya caught sight of herself in the mirror.

"Yikes!" she thought to herself, mouthing the word silently as she thought it.

True, she hadn't been sleeping well, but she couldn't have imagined just how worn out she looked. Dark circles surrounded her tired eyes, and her hair—that was another problem entirely. She tried to mentally calculate how much time she had before her "friend" on the other side of the room woke up, but nothing was really certain about this man—not sleeping schedules, or personality, or anything else. She quickly shuffled around through her bag until she found the small hairbrush that she had shoved in the bag a few days prior.

After a while, silently brushing the tangles out of her hair proved to be a very relaxing action for Katya. Sitting quietly in front of a small mirror, she didn't have to over thinkc or worry, as she did with everything else. It was an odd peace, but she was thankful for any type of peace at all. It was short lived when her guard went up once again.

"How long have you been awake?" she asked, looking up at the reflection of the Winter Soldier, still looking asleep where he had been, "Or were you pretending to sleep the whole time?"

He didn't answer. He just sat up and sighed deeply.

"Did my being awake bother you?" Katya half scoffed, as though trying to test what mood he was in.

Again, the soldier make no effort to answer. This time, he stood and slowly walked up behind where the woman was sitting. He sat down next to her (too close for her sense of safety at the time), but showed no signs of being a threat. If anything, he looked as though he were trying not to scare her, as though she were a baby deer. He reached his right hand toward her, careful to let her see every movement he made, and gently brushed a piece of hair away from her face. Even this small action was slow and precise, as though she would break if he touched her wrong. She was vulnerable in his eyes, and that was something that she was not used to. No one had seen her like that since—

"I know you."

"What?" Katya asked, face dropping any expression but anxiety as she waited for an explanation.

"I know you." he repeated softly, with a growing spark of recognition in his eyes.

"You didn't know anything about what I told you yesterday! Now, I'm expected to believe that you miraculously remember who I am?"

"No." he answered, "I don't remember who you are, but I remember that I know you. It's not "miraculous", but it's better."

"Better? Is better going to help now?"

"It's a start…" he added, uncertainty.

"I don't even know if you're telling me the truth or not. What reason do I have to believe that you're getting "better"?!"

Her voice faded out when she noticed that he had not stopped staring at her for a second, or moved his hand away from her face.

"What exactly are you looking for?" she subtly protested, pushing his hand away from her.

He, to no one's surprise, did not answer.

"Seriously?" she went on after another minute, "What gives?"

"Kat?"

* * *

_Years Earlier: Undisclosed Location_

_Katya fought to maintain her apathetic demeanor as she was led down a poorly lit corridor. The dark clad agents surrounding her said nothing, and made almost no signs of even noticing her presence, other than to move her from one place to another like they would any inanimate weapon or object. She was being 'transferred' after her organization was shut down for good by something called SHIELD. She would have been destroyed with it had she not been selected for this new program that she knew little about. This was the first time that she'd been transferred from her training center, and it would no doubt be the first time she would be sent into the field. The thought scared her on many levels, but she did as she was always told to do and buried the evidence of her hesitation. She could comply or risk angering her new, rather unpleasant handlers. _

_She was led into what she saw as a cliche dark interrogation room, where the usual suits with guns talked her through her job in this new organization. She was to steal and leak information that these SHIELD people would use to hurt people and topple governments. She didn't know whether or not that was true, but part of her didn't want to know. In this business, ignorance was a gift. It was a simple enough operation for the expendable agent that she knew she was now. She didn't care one way or another about the idea of dying because of her job. This was what she knew. Fear had been beaten out of her years ago. _

_Sooner or later, after each task, a new one came. In between she was kept in a cell only slightly better than those in prison. Each task she completed made more damage than the last. She was lied to every time she asked about what she was being ordered to do, so she learned to stop asking. It went on for months as she fell into a numb, machine-like existence. It went well for her, until the tests began; she despised the poking and prodding and cutting of these HYDRA scientists. With every successful procedure, she felt less and less human. There was nothing left to feel but cold, steeled hatred and anger. _

_The tests went well...until the day they didn't. She was returning from a routine mission, when she stopped breathing correctly. That was when she had been rushed into the infirmary. That was when she saw him. The infamous "Winter Soldier" was there. He saved her life, but was torn away. HYDRA couldn't fix the damage caused by the interaction, however. She was curious and there was no going back. She'd find out more about this soldier and why he saved her. She knew that he was the key to what was really going on here. She wasn't often intrigued, but information theft was her forte after all. What's the worst that could happen?_

* * *

"No one has called me that in a long time…" she muttered.

"I did...didn't I?" he asked, trying desperately to cling to the wisps of memory in the back of his mind, "I called you Kat."

"Yes, you did." she smiled slightly.

"So, we _were_ friends then? You weren't lying."

"We were...close." she admitted quietly, as though avoiding the memories, "It's lucky if you can make friends in a hell like the one we were in. I had you, and that was all."

"HYDRA takes everything away from their weapons. Why didn't they do that to you?" he asked, since she apparently had a friend back then.

"If they hadn't taken you away, do you think I would have had to track you down?"

"Oh…" he thought, "How did it happen?"

"They sent us on different ops in different places. We lost touch." she lied, "That's all. Our "friendship" was complicated. There was no way it would have ended well."

"Why?"

His face seemed so curious and innocent in that moment.

"It was hard." she admitted, "There were times I didn't see you for so long that I thought you were dead. We were both too scared and angry to trust, so other times we fought. Through all that, meeting you was still the hardest. I met you over and over again. I never knew what days you would know me and what days you wouldn't. Every time, it hurt to know that I was a stranger to you."

"So, why did you keep trying?"

"Because nothing could ever hurt more than the thought of being alone and forgotten for good."

"You don't have to think about that anymore." he said, growing confident in his words.

"What makes you so sure?" she scoffed.

"Because this is the last time we'll ever meet."

A shadow of a smile tugged at the corner of his mouth, as some of the tension Katya held on to visibly melted away.


End file.
